THIS
AGREEMENT, effective as of November 11, 2014 is between Computer
Task Group, Incorporated, a New York corporation with its executive offices at
800 Delaware Avenue, Buffalo, New York 14209 (the "Corporation"), and
Brendan M. Harrington, an individual residing at 46 Rankin Road, Snyder, New
York 14226 (the "Executive").

RECITALS:

WHEREAS,
the Executive has agreed to accept the position of Chief Executive Officer of
the Corporation on a temporary basis until such time as the Board of Directors
appoints another individual as the permanent Chief Executive Officer of the
Corporation; and

WHEREAS,
the Corporation and the Executive desire to set forth the terms upon which the
Executive will be employed by the Corporation.

NOW,
THEREFORE, in consideration of the promises and of the covenants contained in
this Agreement, the Corporation and the Executive agree as follows:

1.
DEFINITIONS. The following definitions apply for purposes of this Agreement.

(a)
"Board of Directors" or "Board" means the Board of
Directors of the Corporation.

(b)
"Cause" means a finding by the Board of Directors that any of
following conditions exist:

(i)
The Executive's willful and continued failure to substantially perform his
material duties under this Agreement (other than as a result of his Disability)
if such failure is not substantially cured within 15 days after written notice
is provided to the Executive.

(ii)
The Executive's willful breach in a substantive and material manner of his
fiduciary duty or duty of loyalty to the Corporation which is injurious to the
financial condition in more than a de minimus manner or the business reputation
of the Corporation.

(iii)
The Executive's indictment for a felony offense under the laws of the United
States or any state thereof (other than for a violation of motor or vehicular
laws).

(iv)
Material breach by the Executive of any restrictive covenant contained in
Sections 10 and 11 of this Agreement. For purposes of this definition, no act
or failure to act will be deemed "willful" unless effected by the
Executive not in good faith and without a reasonable belief that his action or
failure to act was in or not opposed to the Corporation's best interests.

(c)
“Change in Control Agreement” means a certain change in control agreement
between the Corporation and the Executive which is effective as of November 11,
2014, as such agreement may be amended.

(f)
"Disability" means a disability that has existed for a period of 6
consecutive months and because of which the Executive is physically or mentally
unable to substantially perform his regular duties as Chief Executive Officer
of the Corporation, as the case may be.

(g)
"Effective Date" means November 11, 2014.

(i)
"Good Reason" means the occurrence of one or more of the following
events, provided that the Executive shall give the Corporation a written
notice, within 90 days following the initial occurrence of the event,
describing the

event
that the Executive claims to be Good Reason and stating the Executive’s
intention to terminate employment unless the Corporation takes appropriate
corrective action:

(i)

A
material diminution in the Executive's responsibilities, duties, title,
reporting responsibilities within the business organization, status, role or
authority.

(ii)

A
material reduction by the Corporation in the Executive's annual base salary
as in effect from time to time.

(iii)

A
material reduction by the Corporation in the aggregate value of benefits
provided to the Executive, as in effect from time to time except where such
reduction is applied uniformly to all officers or all employees of the
Corporation, as applicable. "Benefits" includes all profit sharing,
401(k), retirement, pension, health, medical, dental, disability, insurance,
automobile, severance, vacation, leave, reimbursement, and similar benefits.

(iv)

A
material breach by the Corporation of any provision of this Agreement or of
any other agreement requiring the payment of compensation to the Executive.

(v)

Removal
from, or failure to re-elect, the Executive to the position of Chief
Executive Officer.

(vi)

A
requirement, in the Executive's reasonable judgment, that the services
required to be performed by the Executive would necessitate the Executive
moving his residence at least 50 miles from the Buffalo, New York area.

The
Corporation shall have 30 days following the date of receipt of the written
notice from the Executive stating his claim of Good Reason in which to take
appropriate corrective action. If the Corporation does not correct the Good
Reason condition, the Executive’s Good Reason termination will be deemed to
have occurred on the day following the 30-day period. For purposes of this
Agreement, the term “Good Reason” shall not include the voluntary resignation
by the Executive from the position of Chief Executive Officer or the
termination of the Executive pursuant to paragraph 7(a) below from the position
of Chief Executive Officer upon the appointment by the Board of Directors of a
different individual as Chief Executive Officer of the Corporation.

(k)
“Specified Employee” has the meaning provided in Regulation §1.409A-1(i). The
default rules for said definition shall apply unless the Corporation has
adopted other rules in a duly adopted instrument applicable with respect to all
nonqualified deferred compensation plans of the Corporation.

(l)
“Termination of Employment” has the meaning provided in Regulation
§1.409A-1(h)(1)(ii). If the Executive provides services as an independent
contractor, the Executive will not be considered to have a Termination of
Employment until the Executive has ceased providing services both as an employee
and as an independent contractor. The preceding sentence shall not apply with
respect to a nonqualified deferred compensation plan in which the Executive
participates as an employee to the extent that the Executive’s sole activity as
an independent contractor with respect to the Corporation is to serve on the
Corporation’s Board of Directors.

2.
EMPLOYMENT; DUTIES. Subject to the terms and conditions set forth in this
Agreement, the Corporation hereby agrees to employ the Executive, and the
Executive hereby will assume the positions of Chief Executive Officer of the
Corporation, in full charge of the operation of its business and affairs,
subject to the provisions of the by-laws of the Corporation in respect of the
duties and responsibilities assigned from time to time by the Board of
Directors to the Chief Executive Officer, and subject also at all times to the
control of the Board of Directors. Subject to the yearly election by the Board
of Directors in the exercise of its judgment, it is contemplated that the
Executive will continue to be elected to the position of Chief Executive
Officer. The Executive will perform those duties and discharge those
responsibilities as are commensurate with his position, and as the Board of
Directors may from time to time reasonably direct, that are commensurate with
his position. The Executive agrees to perform his duties and discharge his
responsibilities in a faithful manner and to the best of his ability and to use
all reasonable efforts to promote the interests of the Corporation. The
Executive may not accept other gainful employment except with the prior consent
of the Board of Directors of the Corporation. With the prior consent of the
Board of Directors of the Corporation, the Executive may become a director,
trustee or other fiduciary of other corporations, trusts or entities.
Notwithstanding the foregoing, the Executive may manage his passive investments
and be involved in charitable, civic and religious interests so long as they do
not materially interfere with the performance of the Executive's duties
hereunder.

3.
COMPENSATION.

(a)
During the term of the Executive's employment under this Agreement, the
Executive will receive a base salary at the rate of Four Hundred Thousand
($400,000.00) Dollars per year, payable in equal bi-weekly installments. On an
annual basis, the Compensation Committee of the Board of Directors will, in
good faith, review the base salary of the Executive to consider appropriate
increases (but not decreases) in the base salary. If the Executive dies during
the period of time of his service under this Agreement, service for any part of
the month of his death will be considered service for the entire month.

(b)
During the term of the Executive's employment under this Agreement, the
Executive will be eligible to receive an annual cash incentive from the
Corporation as determined by the Board of Directors.

(c)
The Corporation will deduct or withhold from all salary and incentive payments,
and from all other payments made to the Executive pursuant to this Agreement,
all amounts that may be required to be deducted or withheld under any
applicable Social Security contribution, income tax withholding or other
similar law now in effect or that may become effective during the term of this
Agreement.

4.
OTHER BENEFITS AND TERMS. During the term of the Executive's employment under
this Agreement, the Executive will be entitled to the following additional
benefits:

(a)
The Executive will be entitled to participate in, the Corporation's health and
medical benefit plans, any pension, profit sharing and retirement plans, and
any insurance policies or programs from time to time generally offered to all
or substantially all executive employees who are employed by the Corporation.
These plans, policies and programs are subject to change at the sole discretion
of the Corporation.

(b)
The Executive will also receive the following:

(i)
Life insurance benefits will be provided at an amount not less than three times
base salary (subject to a physical examination);

(iii)
Executive Supplemental Medical Plan which will provide up to $10,000.00 per
year in supplemental medical and dental coverage for items not covered under
other CTG medical and dental plans or HMOs (but not including voluntary
cosmetic surgery);

(iv)
Travel insurance with aggregate coverage inclusive of the insurance provided
under the Corporation's American Express card program, in an amount equal to
four times base compensation;

(v)
Reimbursement of up to $4,000.00 per year for personal tax advice;

(vi)
Participation in the Corporation's Deferred Compensation Plan subject to the
contribution rates as determined by the Compensation Committee; and

(vii)
Annual luncheon club dues.

5.
VACATIONS. The Executive will be entitled to five (5)weeks of paid vacation and
nine paid holidays each year. Unused vacation in any year may not be carried
over to subsequent years.

6.
REIMBURSEMENT FOR EXPENSES. The Corporation will reimburse the Executive in
accordance with its expense reimbursement policy for expenses that the
Executive may from time to time reasonably incur on behalf of the Corporation
in the performance of his responsibilities and duties.

7.
PERIOD OF EMPLOYMENT. Subject to the provisions of this Section, the period of
employment of the Executive under this Agreement will begin on the Effective
Date and shall continue until 60 days after either party provides 60 days prior
written notice to the other party that it desires to terminate the Executive's
employment.

Notwithstanding
the foregoing:

(a)
The Executive'semployment will terminate: (i) on the date determined by
the Corporation if the Corporation believes it has Cause, (ii) on the 30th day
following the date on which the Corporation receives the written notice
described in Section 1(g) if the Executive has claimed the existence of Good
Reason and the Corporation has failed to take appropriate corrective action,
(iii) on the date of the Executive’s death, (iv) on the date on which the
Executive has incurred a Disability, as agreed by the Executive and the Corporation
or, if they are unable to agree, on the date a physician’s written
determination that the Executive has incurred a Disability is delivered to the
Corporation and the Executive in accordance with Section 9(e), (v) on the date
of the appointment of another individual by the Board of Directors to the
position of Chief Executive Officer, or (vi) such other date as is mutually
agreed upon by the Executive and the Corporation.

(b)
In the event the Executive's employment is terminated for any reason, the
Executive shall resign on the date of such termination of employment from any
and all positions he may have as a director of the Corporation and its
subsidiary corporations. The Executive understands and agrees that the
Corporation shall be entitled to have such equitable relief, including the
right to specific performance, to enforce the provisions of this Section.

Any
notice of termination of employment given by a party must specify the
particular termination provision of this Agreement relied upon by the party and
must set forth in reasonable detail the facts and circumstances that provide a
basis for the termination.

(c)
In the event the Executive’s employment is terminated pursuant to paragraph
7(a)(v) above, the Board of Directors shall offer the Executive the right to
resume his position as Senior Vice President and Chief Financial Officer upon
such terms and conditions as the parties shall mutually agree.

8.
INDEMNIFICATION. The Corporation agrees that if the Executive is made a party,
or is threatened to be made a party, to any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that he is or was a director, officer or employee of the
Corporation or is or was serving at the request of the Corporation as a
director, officer, member, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, including service with respect to
employee benefit plans, whether or not the basis of such Proceeding is the
Executive's alleged action in an official capacity while serving as a director,
officer, member, employee or agent, the Executive shall be indemnified and held
harmless by the Corporation to the fullest extent legally permitted or
authorized by the Corporation's certificate of incorporation or bylaws or
resolutions of the Corporation's Board of Directors or, if greater, by the laws
of the State of New York, against all cost, expense, liability and loss
(including, without limitation, attorney's fees, judgments, fines, ERISA excise
taxes or penalties and amounts paid or to be paid in settlement) reasonably
incurred or suffered by the Executive in connection therewith, and such
indemnification shall continue as to the Executive's heirs, executors and
administrators.

The
Corporation also agrees that if the Executive is made a party, or is threatened
to be made a party, to any action, suit or proceeding by reason of the
termination of his employment with his prior employer or his accepting
employment with the Corporation, he shall be indemnified and held harmless by
the Corporation against all cost, expense, liability and loss (including
attorney's fees) reasonably incurred or suffered by the Executive in connection
therewith.

9.
BENEFITS UPON TERMINATION. The Corporation will provide the following benefits
upon the termination of the Executive's employment with the Corporation.

(a)
UPON TERMINATION BY THE CORPORATION OTHER THAN FOR CAUSE OR UPON TERMINATION BY
THE EXECUTIVE FOR GOOD REASON. Upon the Executive's termination of his
employment for Good Reason or the Corporation's termination of the Executive's
employment for any reason other than Cause, the Corporation will provide, in
exchange for the Executive signing a mutually acceptable release agreement, the
following:

(i)
SALARY AND MEDICAL BENEFITS.

(A) Current
Salary and Medical Benefits. The Executive will receive his full salary and
fringe benefits through the date of Termination of Employment together with any
unpaid incentive for a prior period that is then due and owing to the
Executive.

(B) Post-Termination
Salary. The Executive shall receive an amount equal to the average of the
"annual total compensation" paid to the Executive in the rolling
3-year period ending on the date of the Executive’s Termination of Employment.
For purposes of this Section 9, the term "annual total

compensation"
shall mean only the base cash compensation paid to the Executive only in his
capacity as Chief Executive Officer in bi-weekly amounts plus any cash
incentive compensation actually paid to the Executive during such rolling
3-year period. Such term shall not include any other form of compensation or
benefit paid or provided to the Executive. Such amount shall be paid to the
Executive in a lump sum within 30 days following the date of the Executive’s
Termination of Employment or, if later, within 30 days following the date on
which the Executive signs a mutually acceptable release agreement provided,
however, that in all events such amount shall be paid before March 15 of the
calendar year following the calendar year in which occurs the Executive’s
Termination of Employment. The parties affirm that it is their intent that such
amount be excluded from the application of Code Section 409A by reason of the
“short-term deferral” rule set forth at Regulation §1.409A-1(b)(4).

(C) Post-Termination
Medical Benefits. During the 12-month period following the date of the
Executive’s Termination of Employment, the Executive shall continue to receive
medical and dental benefits pursuant to such plans as are in effect on the date
of Termination of Employment provided, however, that in the event that the
Executive is a Specified Employee, the Executive shall pay for any such
benefits received during the first six months following termination of
employment to the extent, if any, that such benefits are not allowable as a
deduction under Code Section 213 (disregarding the requirement of section
213(a) that the deduction is available only to the extent that such expenses
exceed 7.5 percent of adjusted gross income).

(D) Extension
of Post-Termination Salary. The Executive shall receive a second payment on
the day following the six month anniversary of the date of his Termination of
Employment which second payment shall be a lump sum amount equal to 50% of the
amount paid to the Executive pursuant to Section 9(a)(i)(B). The payments
pursuant to Section 9(a)(i)(B) and this Section 9(a)(i)(D) are intended by the
parties to constitute separate “payments” within the meaning of Regulation
§1.409A-2(b)(2). In the event that the Executive is employed by another firm or
entity or is otherwise providing his services to anyone in return for
compensation before the last day of the eighteenth calendar month beginning on
or after his Termination of Employment, the Executive shall promptly repay to
the Corporation all or a portion of the amount paid to the Executive pursuant
to this Section 9(a)(i)(D). The amount to be repaid shall be determined by
multiplying the amount paid to the Executive pursuant to this Section
9(a)(i)(D) times a fraction where the numerator is the number of days during
which the Executive is employed by another firm or entity or is otherwise
providing his services to anyone in return for compensation during the six
calendar month period beginning with the thirteenth calendar month beginning on
or after his Termination of Employment and the denominator is the total number
of days in such six calendar month period. The Executive agrees to immediately
notify the Corporation once he becomes so employed or provides his services in
return for compensation.

(E) Extension
of Post-Termination Medical Benefits. During the six calendar month period
beginning on or after the twelve month anniversary of the Executive’s
Termination of Employment, the Executive shall continue to receive medical and
dental benefits pursuant to such plans as are in effect on the date of
Termination of Employment paid for by the Corporation provided, however, that
the Corporation shall cease to have any obligation to pay for such benefits
after the calendar month in which the Executive becomes employed or provides
his services for compensation.

(ii)
ACCRUED VACATION. The Executive will receive payment for accrued but unused
vacation, which payment will be equitably prorated based on the period of
active employment for that portion of the fiscal year in which the Executive's
termination of employment becomes effective. Payment for accrued but unused
vacation will be paid in one lump sum within 30 days following the date of the
Executive’s Termination of Employment.

(b)
UPON TERMINATION BY THE EXECUTIVE ABSENT GOOD REASON OR BY THE CORPORATION FOR
CAUSE. Upon the Executive's termination of employment absent Good Reason or by
the Corporation for Cause, the Corporation will provide the following:

(i)
SALARY. The Executive will receive only his bi-weekly salary and fringe
benefits through the date of Termination of Employment together with any unpaid
incentive for a prior period that is then due and owing to the Executive.

(ii)
ACCRUED VACATION. The Executive will receive payment for accrued but unused
vacation, which payment will be equitably prorated based on the period of
active employment for that portion of the fiscal year in which the Executive's
termination of employment becomes effective. Payment for accrued but unused
vacation will be paid in one lump sum within 30 days following the date of the
Executive’s Termination of Employment.

(c)
UPON TERMINATION FOR DEATH OR DISABILITY. Upon termination of the Executive's employment
because of death, the Corporation will pay an amount equal to the
post-termination salary provided for in Section 9(a)(i)(B) above to the
Executive’s estate in a lump sum. Upon termination of the Executive's
employment because of Disability, the Corporation will pay an amount equal to
the post-termination salary provided for in Section 9(a)(i)(B) to the Executive
in a lump sum and will provide the post-termination medical benefits provided
for in Section 9(a)(i)(C). A lump sum payment made pursuant to this Section
9(c) shall be made as soon as practicable following the Executive’s Termination
of Employment but, in all events, shall be made before March 15 of the calendar
year following the calendar year in which the Executive’s death or Disability
occurs.

(d)
UPON TERMINATION FOLLOWING A CHANGE IN CONTROL. In the event that a “Change in
Control” (as defined in the Change in Control Agreement) occurs on or before
the six month anniversary of the Executive’s Termination of Employment by the
Corporation for any reason other than Cause, or by the Executive for Good
Reason, the Corporation shall pay the Executive the amounts provided in
Sections 9(a)(i)(A) and (B), and Section 9(a)(ii), and shall provide the
Executive the medical benefits provide for in Section 9(a)(i)(C) through the
last day of the calendar month in which the Change in Control occurs. No other
payments shall be made under this Section 9. All other amounts payable to the
Executive shall be governed by the terms of the aforementioned Change in
Control Agreement in lieu of any other payments or benefits under this
Agreement.

(e)
DETERMINATION OF DISABILITY. Any question as to the existence of a physical or
mental condition which would give rise to the Disability of the Executive upon
which the Executive and the Corporation cannot agree will be determined by a
qualified independent physician selected by the Executive and reasonably
acceptable to the Corporation (or, if the Executive is unable to make a
selection, the selection of the physician will be made by any adult member of
his immediate family). The physician's written determination to the Corporation
and to the Executive will be final and conclusive for all purposes of this
Agreement.

(f)
CONTINUATION OF HEALTHCARE COVERAGE. For purposes of COBRA continuation
healthcare coverage, the "qualifying event" will be deemed to have
occurred on the effective date of termination of the Executive's employment.

10.
CONFIDENTIALITY\ASSIGNMENT OF RIGHTS. During the course of his employment, the
Executive will have access to confidential information relating to the lines of
business of the Corporation, its trade secrets, marketing techniques, technical
and cost data, information concerning customers and suppliers, information
relating to product lines, and other valuable and confidential information
relating to the business operations of the Corporation not generally available
to the public (the "Confidential Information"). The parties hereby
acknowledge that any unauthorized disclosure or misuse of the Confidential
Information could cause irreparable damage to the Corporation. The parties also
agree that covenants by the Executive not to make unauthorized use or
disclosures of the Confidential Information are essential to the growth and
stability of the business of the Corporation. Accordingly, the Executive agrees
to the confidentiality covenants set forth in this Section.

The
Executive agrees that, except as required by his duties with the Corporation or
as authorized by the Corporation in writing, he will not use or disclose to
anyone at any time, regardless of whether before or after the Executive ceases
to be employed by the Corporation, any of the Confidential Information obtained
by him in the course of his employment with the Corporation. The Executive
shall not be deemed to have violated this Section 10 by disclosure of Confidential
Information that at the time of disclosure (a) is publicly available or becomes
publicly available through no act or omission of the Executive, or (b) is
disclosed as required by court order or as otherwise required by law, on the
condition that notice of the requirement for such disclosure is given to the
Corporation prior to make any disclosure.

The
Executive agrees that since irreparable damage could result from his breach of
the covenants in this Section, in addition to any and all other remedies
available to the Corporation, the Corporation will have the remedies of a
restraining order, injunction or other equitable relief to enforce the
provisions thereof. The Executive consents to jurisdiction in Erie County, New
York on the date of the commencement of any action for purposes of any claims
under this Section. In addition, the Executive agrees that the issues in any
action brought under this Section will be limited

to
claims under this Section, and all other claims or counterclaims under other
provisions of this Agreement will be excluded.

The
Executive hereby sells, assigns and transfers to the Corporation all of his
right, title and interest in and to all inventions, discoveries, improvements
and copyrightable subject matter (the "rights") which during the term
of the Executive's employment are made or conceived by him, alone or with
others and which are within or arise out of any general field of the
Corporation's business or arise out of any work he performs or information he
receives regarding the business of the Corporation while employed by the
Corporation. The Executive shall fully disclose to the Corporation as promptly
as available all information known or possessed by him concerning the rights
referred to in the preceding sentence, and upon request by the Corporation and
without any further remuneration in any form to him by the Corporation, but at
the expense of the Corporation, execute all applications for patents and for
copyright registration, assignments thereof and other instruments and do all
things which the Corporation may deem necessary to vest and maintain in it the
entire right, title and interest in and to all such rights.

11.
NON-COMPETITION. In consideration of the compensation and other benefits to be
paid to the Executive under and in connection with this Agreement, the
Executive agrees that, beginning on the Effective Date of this Agreement and
continuing until the Covenant Expiration Date (as defined in Subsection (b) below),
he will not, directly or indirectly, for his own account or as agent, employee,
officer, director, trustee, consultant, partner, stockholder or equity owner of
any corporation or any other entity (except that he may passively own
securities constituting less than 1% of any class of securities of a public
company), or member of any firm or otherwise,

(i)
engage or attempt to engage, in the Restricted Territory (as defined in
Subsection (d) below), in any business activity which is directly or indirectly
competitive with the business conducted by the Corporation or any Affiliate at
the Reference Date (as defined in Subsection (c) below),

(ii)
employ or solicit the employment of any person who is employed by the
Corporation or any Affiliate at the Reference Date or at any time during the
six-month period preceding the Reference Date, except that the Executive will
be free to employ or solicit the employment of any such person whose employment
with the Corporation or any Affiliate has terminated for any reason (without
any interference from the Executive) and who has not been employed by the
Corporation or any Affiliate for at least 6 months,

(iii)
canvass or solicit business in competition with any business conducted by the
Corporation or any Affiliate at the Reference Date from any person or entity
who during the six-month period preceding the Reference Date was a customer of
the Corporation or any Affiliate or from any person or entity which the
Executive has reason to believe might in the future become a customer of the
Corporation or any Affiliate as a result of marketing efforts, contacts or
other facts and circumstances of which the Executive is aware,

(iv)
willfully dissuade or discourage any person or entity from using, employing or
conducting business with the Corporation or any Affiliate or

(v)
intentionally disrupt or interfere with, or seek to disrupt or interfere with,
the business or contractual relationship between the Corporation or any
Affiliate and any supplier who during the six-month period preceding the
Reference Date shall have supplied components, materials or services to the
Corporation or any Affiliate.

Notwithstanding
the foregoing, the restrictions imposed by this Section shall not in any manner
be construed to prohibit, directly or indirectly, the Executive from serving as
an employee or consultant of the Corporation or any Affiliate. For purposes of
this Agreement, the following terms have the meanings given to them below:

a.
"AFFILIATE" means any joint venture, partnership or subsidiary now or
hereafter directly or indirectly owned or controlled by the Corporation. For
purposes of clarification, an entity shall not be deemed to be indirectly or
directly owned or controlled by the Corporation solely by reason of the
ownership or control of such entity by shareholders of the Corporation.

b.
"COVENANT EXPIRATION DATE" means the date which is one (1) year after
the Termination Date (as defined in this Section).

c.
"REFERENCE DATE" means (A) for purposes of applying the covenants set
forth in this Section at any time prior to the Termination Date, the then
current date, or (B) for purposes of applying the covenants set forth in this
Section at any time on or after the Termination Date, the Termination Date.

d.
"RESTRICTED TERRITORY" means anywhere in the world where the
Corporation or any Affiliate conducts or plans to conduct the Business or any
other business activity, as the case may be, at the Reference Date.

e.
"TERMINATION DATE" means the date of termination of the Executive's
employment with the Corporation; PROVIDED, HOWEVER, that the Executive's
employment will not be deemed to have terminated so long as the Executive
continues to be employed or engaged as an employee or consultant of the
Corporation or any Affiliate, even if such employment or engagement continues
after the expiration of the term of this Agreement, whether pursuant to this
Agreement or otherwise.

12.
SUCCESSORS. This Agreement is personal to the Executive and may not be assigned
by the Executive other than by will or the laws of descent and distribution.
This Agreement will inure to the benefit of and be enforceable by the
Executive's legal representatives or successors in interest. Notwithstanding
any other provision of this Agreement, the Executive may designate a successor
or successors in interest to receive any amounts due under this Agreement after
the Executive's death. If he has not designated a successor in interest,
payment of benefits under this Agreement will be made to his wife, if
surviving, and if not surviving, to his estate. A designation of a successor in
interest must be made in writing, signed by the Executive, and delivered to the
Employer pursuant to Section 16. Except as otherwise provided in this
Agreement, if the Executive has not designated a successor in interest, payment
of benefits under this Agreement will be made to the Executive's estate. This
Section will not supersede any designation of beneficiary or successor in
interest made by the Executive or provided for under any other plan, practice,
or program of the Employer.

This
Agreement will inure to the benefit of and be binding upon the Corporation and
its successors and assigns.

The
Corporation will require any successor (whether direct or indirect, by
acquisition of assets, merger, consolidation or otherwise) to all or
substantially all of the operations or assets of the Corporation or any
successor and without regard to the form of transaction used to acquire the
operations or assets of the Corporation, to assume and agree to perform this
Agreement in the same manner and to the same extent that the Corporation would
be required to perform it if no succession had taken place. As used in this
Agreement, "Corporation" means the Corporation and any successor to
its operations or assets as set forth in this Section that is required by this
clause to assume and agree to perform this Agreement or that otherwise assumes
and agrees to perform this Agreement.

13.
FAILURE, DELAY OR WAIVER. No course of action or failure to act by the
Corporation or the Executive will constitute a waiver by the party of any right
or remedy under this Agreement, and no waiver by either party of any right or
remedy under this Agreement will be effective unless made in writing.

14.
SEVERABILITY. Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be enforceable under applicable law.
However, if any provision of this Agreement is deemed unenforceable under
applicable law by a court having jurisdiction, the provision will be
unenforceable only to the extent necessary to make it enforceable without
invalidating the remainder thereof or any of the remaining provisions of this
Agreement.

15.
NOTICE. All written communications to parties required hereunder must be in
writing and (a) delivered in person, (b) mailed by registered or certified
mail, return receipt requested, (such mailed notice to be effective 4 days
after the date it is mailed) or (c) sent by facsimile transmission, with
confirmation sent by way of one of the above methods, to the party at the
address given below for the party (or to any other address as the party
designates in a writing complying with this Section, delivered to the other
party):

If
to the Corporation:

Computer
Task Group, Incorporated

800
Delaware Avenue

Buffalo,
New York 14209

Attention:
General Counsel

Telephone:
716-882-8000

Telecopier:
716-887-7370

If
to the Executive:

Brendan
M. Harrington

46
Rankin Road

Snyder,
New York 14226

Telephone:
716-839-4495

16.
MISCELLANEOUS. This Agreement may not be amended, modified or terminated orally
or by any course of conduct pursued by the Corporation or the Executive, but
may be amended, modified or terminated only by a written agreement duly
executed by the Corporation and the Executive and is binding upon and inures to
the benefit of the Corporation and the Executive and each of their respective
heirs, representatives, successors and assignees, except that the Executive may
not assign any of his rights or obligations pursuant to this Agreement. Except
as otherwise provided in this Agreement, this Agreement constitutes the entire
agreement between the Corporation and the Executive with respect to the subject
matter of this Agreement, and supersedes all oral and written proposals,
representations, understandings and agreements previously made or existing with
respect to such subject matter.

17.
TERMINATION OF THIS AGREEMENT. This Agreement will terminate when the
Corporation has made the last payment provided for hereunder; provided,
however, that the obligations set forth under Sections 8, 9, 10 and 11 of this
Agreement will survive any termination and will remain in full force and
effect.

18.
MULTIPLE COUNTERPARTS. This Agreement may be executed in one or more counter
parts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Any party may execute this
Agreement by facsimile signature and the other party shall be entitled to rely
on such facsimile signature as evidence that this Agreement has been duly
executed by such party. Any party executing this Agreement by facsimile
signature shall immediately forward to the other party an original page by
overnight mail.

19.
GOVERNING LAW. This Agreement shall be governed by and construed and
interpreted in accordance with the laws of the State of New York without
reference to principles of conflict of laws.

20.
REPRESENTATION BY EXECUTIVE. The Executive represents to the Corporation that
he is not subject to any agreement between him and any other person, firm or
organization that prevents or restricts in any way his ability to provide
services to the Corporation pursuant to this Agreement or that would otherwise
be violated by the performance of his obligations under this Agreement. The
Executive understands and agrees that a breach of this representation shall be
considered to be a material breach of this Agreement and shall be grounds for
immediate termination of employment and shall be treated in the same manner as
termination for Cause.

21.
RULE GOVERNING PAYMENT DATES. In any case where this Agreement requires the
payment of an amount during a period of two or more days that overlaps two
calendar years, the payee shall have no right to determine the calendar year in
which payment actually occurs.

IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the date
first written above.

Computer
Task Group, Incorporated

By______________________________

Daniel
J. Sullivan

Title_____________________________

Chairman
of the Board of Directors

Executive

_________________________________

Brendan
M. Harrington

EX-10.T 4 ex10tytd14.htm
EXHIBIT 10.T

EXHIBIT
10 (t)

CHANGE IN CONTROL AGREEMENT

THIS
AGREEMENT, effective as of November 11, 2014 (the "Effective
Date"),is between Computer Task Group, Incorporated, a New York
corporation with its executive offices at 800 Delaware Avenue, Buffalo, New
York 14209 (the "Corporation"), and Brendan M. Harrington, an
individual residing at 46 Rankin Road, Snyder, New York 14226 (the
"Executive").

RECITALS:

WHEREAS,
the Executive is employed as the Chief Executive Officer of the Corporation;
and

WHEREAS,
it is in the best interests of the Corporation to reinforce and encourage the
Executive's continued disinterested full attention and undistracted dedication
to the duties of the Executive currently and in the potentially disturbing
circumstances of a possible change in control of the Corporation by providing
some degree of personal financial security to the Executive; and

WHEREAS,
it is in the best interests of the Corporation to enable the Executive, without
being influenced by the uncertainties of the Executive's own situation, to
assess and advise the Corporation whether proposals concerning any potential
change in control are in the best interests of the Corporation and its
shareholders and to take other action regarding these proposals as the
Corporation might determine to be appropriate; and

WHEREAS,
to induce the Executive to remain in the employ of the Corporation, the Board
of Directors has determined it is desirable to pay the Executive the
compensation set forth below if the Executive's employment with the Corporation
terminates in one of the circumstances described below in connection with a
change in control of the Corporation; and

WHEREAS,
this Agreement includes provisions intended to comply with final regulations
promulgated under Internal Revenue Code (“Code”) Section 409A and shall be
construed to the extent practicable so as to avoid causing any amounts payable
to the Executive hereunder to be includable in his gross income under Code
Section 409A(a)(1).

NOW,
THEREFORE, in consideration of the promises and of the covenants contained in
this Agreement, the Corporation and the Executive agree as follows:

1.
DEFINITIONS. The following definitions apply for purposes of this Agreement.

(a)
"Aggregate Exercise Price" means:

(i)
in the case of options to acquire common stock of the Corporation owned by the
Executive, the total amount of cash or immediately available funds the
Executive would be required to pay to the Corporation to purchase all of the
common stock of the Corporation that, on the date as of which the Aggregate
Exercise Price is to be determined, the Executive is entitled to purchase under
the terms of all issued, outstanding and unexercised options to purchase common
stock of the Corporation that are outstanding and exercisable on the date as of
which the Aggregate Exercise Price of those options is to be determined; and

(ii)
in the case of options to acquire Successor Equity, the total amount of cash or
immediately available funds the Executive would be required to pay to the
Successor to purchase all the Successor Equity that, on the date as of which
the Aggregate Exercise Price is to be determined, the Executive is entitled to
purchase under the terms of all issued, outstanding and unexercised options to
purchase Successor Equity that are outstanding and exercisable on the date as
of which the Aggregate Exercise Price of those options is to be determined.

(b)
"Built in Gain" means an amount equal to:

(i)
the Highest Sale Price as of the date of a Change in Control multiplied by the
total number of shares of common stock of the Corporation that the Executive
could acquire by exercising all of the options to acquire common stock of the
Corporation that, as of the date of the Change in Control, were issued to the
Executive, outstanding and unexercised, minus

(ii)
the Aggregate Exercise Price of those options.

(c)
"Board of Directors" or "Board" means the Board of
Directors of the Corporation.

(d)
"Cause" means a finding by the Board of Directors, with notice in
writing to the Executive setting forth in reasonable detail its reasons, that
any of the following conditions exist:

(i)
The Executive's willful and continued failure to substantially perform his
duties as Interim Chief Executive Officer (other than as a result of the
Executive's Disability).

(ii)
A willful act or omission by the Executive constituting fraud or other
malfeasance, including without limitation acts of dishonesty constituting a
felony offense under the laws of the United States or any state thereof, and
any act or omission by the Executive constituting immoral conduct, which in any
such case is injurious to the financial condition or business reputation of the
Corporation.

(iii)
A material breach by the Executive of the Employment Agreement.

For
purposes of this definition, an act or failure to act will be deemed
“willful" only if it is effected by the Executive not in good faith and
without a reasonable belief that his action or failure to act was in or not
opposed to the Corporation's best interests.

(e)
"Change in Control" means any one of the following occurrences:

(i)
Approval by the stockholders of the Corporation of the dissolution or
liquidation of the Corporation;

(ii)
Approval by the stockholders of the Corporation of an agreement to merge or
consolidate, or otherwise reorganize, with or into one or more entities that
are not Subsidiaries or other affiliates, as a result of which less than 50% of
the outstanding voting securities of the surviving or resulting entity
immediately after the reorganization are, or will be, owned, directly or
indirectly, by stockholders of the Corporation immediately before such
reorganization (assuming for purposes of such determination that there is no
change in the record ownership of the Corporation's securities from the record
date for such approval until such reorganization and that such record owners
hold no securities of the other parties to such reorganization, but including
in such determination any securities of the other parties to such
reorganization held by affiliates of the Corporation);

(iii)
Approval by the stockholders of the Corporation of the sale of substantially
all of the Corporation's business and/or assets to a person or entity that is
not a Subsidiary or other affiliate; or

(iv)
Any "Person" (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended from time to time, but excluding
any person described in and satisfying the conditions of Rule 13d-1(b)(1)
thereunder), other than the Corporation, any Subsidiary of the Corporation, any
employee benefit plan of the Corporation or of any of its Subsidiaries or any
Person holding common shares of the Corporation for or pursuant to the terms of
any such employee benefit plan, becomes the beneficial owner (as defined in
Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of
the Corporation representing more than 20% of the combined voting power of the
Corporation's then outstanding securities entitled to then vote generally in
the election of directors of the Corporation; or

(v)
During any period not longer than two consecutive years, individuals who at the
beginning of such period constituted the Board cease to constitute at least a
majority thereof, unless the election, or the nomination for election by the
Corporation's stockholders, of each new Board member was approved by a vote of
at least three-quarters of the Board members then still in office who were
Board members at the beginning of such period (including for these purposes,
new members whose election or nomination was so approved).

(f)
"Code" means the Internal Revenue Code of1986, as amended.

(g)
"Conversion Options" means an option or options to purchase Successor
Equity, which option or options may be granted by the Successor to the
Executive and are exercisable in full immediately following the Change in
Control for an Aggregate Exercise Price that does not exceed the Aggregate
Exercise Price of the options to purchase common stock of the Corporation owned
by the Executive on the date of the Change in Control and which options, if
exercised by the Executive in full immediately following that Change in
Control, would provide for the ownership by the Executive of Successor Equity
that, immediately following the acquisition of that Successor Equity by the
Executive, may be sold by the Executive, free of any restrictions imposed on
the sale of securities by the Securities Act of 1933, and which satisfy the
requirements of Regulation §1.409A-1(b)(5)(v)(D) so that the exchange of
options to purchase stock of the Corporation for Conversion Options will not be
treated as the grant of a new stock right or change in the form of payment for
purposes of said Regulation. Under no circumstances is the Executive required
to accept a grant of Conversion Options from the Successor.

(h)
"Corporation" means Computer Task Group, Incorporated.

(i)
"Disability" means a disability that exists for a period of at least
12 months and because of which the Executive is physically or mentally unable
to substantially perform his regular duties as President or Chief Executive
Officer of the Corporation, as the case may be.

(j)
“Employment Agreement” means a certain employment agreement between the
Corporation and the Executive which is effective as of November 11, 2014, as
such agreement may be amended or superseded.

(k)
"Good Reason" means the occurrence of one or more of the following
events, provided that the Executive shall give the Corporation a written
notice, within 90 days following the initial occurrence of the event,
describing the event that the Executive claims to be Good Reason and stating
the Executive’s intention to terminate employment unless the Corporation takes
appropriate corrective action:

(i)
A material diminution in the Executive's responsibilities, duties, title,
reporting responsibilities within the business organization, status, role or
authority.

(ii)
A material reduction by the Corporation in the Executive's annual base salary
as in effect on the date of a Change in Control or as in effect thereafter if
that base salary has been increased.

(iii)
A material reduction by the Corporation in the aggregate value of benefits
provided to the Executive, as in effect on the date of a Change in Control or
as in effect after that date if those benefits have been increased.
"Benefits" includes all profit sharing, 401(k), retirement, pension,
health, medical, dental, disability, insurance, automobile, severance,
vacation, leave, reimbursement, and similar benefits.

(iv)
A material breach by the Corporation of any provision of this Agreement or of
any other agreement requiring the payment of compensation to the Executive.

(v)
Removal from, or failure to re-elect, the Executive to the position of Interim
Chief Executive Officer.

(vi)
A requirement, in the Executive's reasonable judgment, that the services
required to be performed by the Executive would necessitate the Executive
moving his residence at least 50 miles from the Buffalo, New York area.

The
Corporation shall have 30 days following the date of receipt of the written
notice from the Executive stating his claim of Good Reason in which to take
appropriate corrective action. If the Corporation does not correct the Good
Reason condition, the Executive’s Good Reason termination will be deemed to
have occurred on the day following the 30-day period. For purposes of this
Agreement, the term “Good Reason” shall not include the voluntary resignation
by the Executive or the termination of the Executive from the position of Chief
Executive Officer upon the appointment by the Board of Directors of another
individual as Chief Executive Officer of the Corporation.

(l)
"Highest Sale Price" means:

(i)
with respect to the common stock of the Corporation, the highest closing sale
price at which common stock of the Corporation has been sold, in an established
securities market, during the 12 consecutive month period ending on the date as
of which the Highest Sale Price of the common stock of the Corporation is to be
determined; and

(ii)
with respect to Successor Equity, the highest closing sale price at which
Successor Equity has been sold, in an established securities market, during the
12 consecutive month period ending on the date of which the Highest Sale Price
of the Successor Equity is to be determined.

(n)
"Subsidiary" means any corporation or other entity a majority of
whose outstanding voting stock or voting power is beneficially owned directly
or indirectly by the Corporation.

(o)
"Successor" means, the person, firm, corporation or other entity
that, as a result of a Change in Control, has succeeded, directly or
indirectly, to all or substantially all the assets, rights, properties,
liabilities and obligations of the Corporation.

(p)
"Successor Equity" means capital stock or any other equity interest
in the Successor.

(q)
“Termination of Employment” has the meaning provided in Regulation
§1.409A-1(h)(1)(ii). If the Executive provides services as an independent
contractor, the Executive will not be considered to have a Termination of
Employment until the Executive has ceased providing services both as an
employee and as an independent contractor. The preceding sentence shall not
apply with respect to nonqualified deferred compensation plan in which the
Executive participates as an employee to the extent that the Executive’s sole
activity as an independent contractor with respect to the Corporation is to
serve on the Corporation’s Board of Directors.

2.
BENEFITS UPON CHANGE IN CONTROL. The Corporation will provide the benefits
listed below in Sections 2(a) and 2(b) on a Change in Control. All amounts
payable on a Change in Control under all subsections of this Section will be
made by bank check or wire transfer at the Change in Control, or, if that is
not within the control of the Corporation, not later than the tenth business
day following the Change in Control except as otherwise provided in Section
2(a) or 2(b). For purposes of this Section, references to payments by the Corporation
include payments from any entity related to the Corporation, such as the
Corporation's Stock Employee Compensation Trusts.

(a)
STOCK RIGHTS. As of the date of the Change in Control, the Executive will
become fully vested in, and entitled to exercise immediately all stock-related
awards he has been granted under any plans or agreements of the Corporation,
including without limitation, awards under the 1991 Stock Option Plan, the 1991
Restricted Stock Plan, the 2000 Equity Award Plan and the 2010 Equity Award
Plan, other than any stock-related award that constitutes a “deferral of
compensation” within the meaning of Code Section 409A and the Regulations. The
Executive will be entitled to exercise all these awards for a period of not
less than 12 months following the Change in Control provided that such exercise
period shall not in any event extend beyond the last day of the original
exercise period of the relevant stock-related award. The acceleration of
vesting and exercisability under this Section will apply notwithstanding any
provision in the 2000 Equity Award Plan or any other plan or agreement that
would prevent the acceleration and vesting of the awards or cause them to be
canceled, rescinded or otherwise impaired.

(b)
DEFERRED COMPENSATION. All deferred or otherwise contingent compensation of the
Executive will become (i) vested and (ii) immediately payable in cash provided,
however, that any such compensation that constitutes deferred compensation
within the meaning of Code Section 409A and the Regulations thereunder shall be
payable only at the time and in the manner provided under the relevant deferred
compensation plan. For purposes only of (ii) in the preceding sentence, a
Change in Control under Section 1(e)(ii) will be determined only by
substituting 70% for 50% in that Section 1(e)(ii).

3.
BENEFITS UPON TERMINATION. The Corporation will provide the benefits listed
below in subsections (a) through (f) on the termination of the Executive's
employment (i) by the Corporation for any reason other than Cause or by the
Executive for Good Reason (“Involuntary Termination”) in either case within 6
months before or between 6 and 24

months
after a Change in Control, or (ii) by the Executive for any reason (“Voluntary
Termination”) within 6 months after a Change in Control. For purposes of this
Section, references to payments by the Corporation include payments from any
entity related to the Corporation, such as the Stock Employee Compensation
Trusts. Also, references to payments by the Successor include payments from the
Corporation's Stock Employee Compensation Trusts if those trusts are permitted
to make the payments.

(a)
SALARY.

(i) Payment
In Event of Executive’s Involuntary Termination.

(A) First
Payment. If the Executive has an Involuntary Termination of Employment (I)
during the period beginning 6 months before and ending on the day before the
date of a Change in Control, or (II) during the period beginning on the 6-month
anniversary of and ending 24 months after the date of a Change in Control, the
Executive shall receive an initial lump sum payment at the time and in the
amount provided under Section 9(a)(i)(B) of the Employment Agreement (“annual
total compensation”).

(B) Second
Payment. If the Executive becomes entitled to the First Payment under
Section 3(a)(i)(A), the Executive shall receive a second lump sum payment equal
to 2.99 times his full rate of salary in effect, including directors' fees, if
any, (whether or not deferred) on the date immediately prior to the Change in
Control or, if greater, the amount in effect at any date after the Change in
Control provided, however, that the amount of payment under this Section
3(a)(i)(B) shall be reduced by the amount payable under Section 3(a)(i)(A). The
lump sum payment pursuant to this Section 3(a)(i)(B) shall be made on the day
following the 6-month anniversary of the Executive’s Termination of Employment.
The payments pursuant to Section 3(a)(i)(A) and this Section 3(a)(i)(B) are
intended to constitute separate “payments” within the meaning of Regulation
§1.409A-2(b)(2).

(ii)
Voluntary Termination. If the Executive has a Voluntary Termination of
Employment during the period beginning on the date of the Change in Control and
ending on the day before the 6-month anniversary of said date, the Executive
shall receive an lump sum payment equal to 2.99 times his full rate of salary
in effect, including directors' fees, if any, (whether or not deferred) on the
date immediately prior to the Change in Control or, if greater, the amount in
effect at any date after the Change in Control. The lump sum payment shall be
made on the day following the 6-month anniversary of the Executive’s
Termination of Employment.

(b) BONUS.
The Executive will receive a cash bonus equal to 2.99 times the highest annual
bonus payable (whether or not deferred) to him in the 3 calendar years
preceding the year in which the Change in Control occurs.

(c)
FRINGE BENEFITS. The Executive will receive a lump sum payment equal to 25% of
the sum of (i) one times his full rate of salary, as defined in (a), and (ii)
highest annual bonus, as defined in (b). This payment represents the value to
which the parties agree the Executive otherwise would be entitled with respect
to fringe benefits (including without limitation profit sharing, 401(k),
retirement, pension, health, medical, dental, disability, insurance,
automobile, severance, vacation, leave, reimbursement, and similar benefits)
for 36 months. Notwithstanding any payment under this Section 3(c), the
Executive shall remain entitled to exercise his COBRA rights under any group
health plan maintained by the Corporation or the Successor as applicable.

(d)
INDEMNIFICATION. For a 60-month period following the date of the Executive's
termination of employment, the Corporation will continue any indemnification
agreement with the Executive and will provide directors' and officers'
liability insurance insuring the Executive that coverage will have limits and
scope of coverage not less than that in effect immediately prior to the Change
in Control.

(e)
CASH-OUT OF STOCK OPTIONS AND OTHER EQUITY-RELATED COMPENSATION.

(i)
IN CORPORATION. If the Executive continues to own, on the later of the date of
his Termination of Employment or the date of the Change in Control (the
“Determination Date”), unexercised options to purchase common stock of the
Corporation, the options shall be cancelled, and the Executive shall receive a
lump sum amount equal to:

(A)
the Highest Sale Price of the common stock of the Corporation determined as of
the Determination Date; MULTIPLIED BY

(B)
the aggregate number of shares of common stock of the Corporation the Executive
is entitled to purchase pursuant to the terms of all unexercised options to
purchase any common stock of the Corporation owned by the Executive on the
Determination Date; MINUS

(C)
the Aggregate Exercise Price of the issued and outstanding unexercised options
to purchase common stock of the Corporation owned by the Executive on the
Determination Date.

(ii)
IN SUCCESSOR. If Executive owns, on the later of the date of his Termination of
Employment (the “Determination Date”), unexercised Conversion Options, the
Conversion Options shall be cancelled, and the Executive shall receive a lump
sum amount equal to:

(A)
the Highest Sale Price, determined as of the Determination Date, of each unit
of Successor Equity that could be acquired by the Executive on the exercise of
all outstanding Conversion Options; MULTIPLIED BY

(B)
the aggregate number of units of Successor Equity the Executive is entitled to
purchase pursuant to the terms of all Conversion Options owned by the Executive
and exercisable on the Determination Date; MINUS

(C)
the Aggregate Exercise Price of the issued and outstanding unexercised
Conversion Options.

(f) TIME
OF PAYMENT. Payments under subsections (a)(ii), (b), (c) and (e) of this
Section 3 shall be made on the day following the six month anniversary of the
Executive’s Termination of Employment.

(g)
ESTABLISHMENT OF RABBI TRUST. On or before the date of a Change in Control or,
if later, on or before the date of the Executive’s Termination of Employment,
the Corporation shall transfer cash and/or liquid assets having a value equal
to the amounts that will become payable to the Executive under subsection (a)
(other than the amount payable under subsection (a)(i)(A) if applicable), (b),
(c) and (e) of this Section 3 to an irrevocable grantor trust established with
a bank trustee that is reasonably acceptable to the Executive. The trust
agreement shall be similar to the form of agreement provided in IRS Revenue
Procedure 92-64 (concerning rabbi trusts) and shall provide that no amount held
in the trust shall revert to the Corporation or its Successor or be used for
any other purpose (other than the payment of the Corporation’s creditors in the
event of its insolvency) until the amounts that will become payable to the
Executive under subsections (a) (other than the amount payable under subsection
(a)(i)(A) if applicable), (b), (c) and (e) of this Section 3 have been paid.

4.
WITHHOLDING. The Corporation will deduct or withhold from all salary and bonus
payments, and from all other payments made to the Executive pursuant to this
Agreement, all amounts that may be required to be deducted or withheld under
any applicable Social Security contribution, income tax withholding or other
similar law now in effect or that may become effective during the term of this
Agreement.

5.
OTHER TERMINATION. Upon termination of the Executive's employment for Cause or
because of death or Disability, or not within the time related to a Change in
Control as described in Section 3, no benefits will be payable under this
Agreement.

6.
ADDITIONAL PAYMENTS.

(a) Entitlement
to Gross-up Payment. Notwithstanding anything in this Agreement, the 2000
Equity Award Plan, or any other agreement or plan to the contrary, in the event
it is determined that any payments or distributions by the Corporation or any
affiliate (as defined under the Securities Act of 1933, as amended, and the
regulations thereunder) thereof or any other person to or for the benefit of
the Executive, whether paid or payable pursuant to the terms of this Agreement,
or pursuant to any other agreement or arrangement with the Corporation or any
such affiliate ("Payments"), would be subject to the excise tax
imposed by Section 4999 of the Code, or any successor provision, or any
interest or penalties with respect to the excise tax (the excise tax, together
with any interest and penalties, are hereinafter collectively referred to as
the “Excise Tax"), then

(i)
If liability for the Excise Tax can be avoided by reducing the total amount
payable to the Executive under Sections 3(a) and (b) by an amount not exceeding
10% of the total thereof (the “Reduction

Amount”),
the amount payable to the Executive pursuant to Section 3(a)(i)(B) or 3(a)(ii),
as applicable, shall be reduced by the Reduction Amount.

(ii)
If liability for the Excise Tax cannot be avoided by reducing the total amount payable
to the Executive by the Reduction Amount, then payment of amounts due the
Executive under Section 3 shall not be reduced by the Reduction Amount and the
Executive shall be entitled to receive an additional payment from the
Corporation (a "Gross-Up Payment") in an amount that after payment by
the Executive of all taxes (including, without limitation, any interest or
penalties imposed with respect to such taxes and any Excise Tax) imposed upon
the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments.

(b) Calculation
of Gross-up Payment. The amount of the Gross-Up Payment will be calculated
by the Corporation's independent accounting firm, engaged immediately prior to
the event that triggered the payment, in consultation with the Corporation's
outside legal counsel. For purposes of making the calculations required by this
Section, the accounting firm may make reasonable assumptions and approximations
concerning applicable taxes and may rely on reasonable, good faith
interpretations concerning the application of Sections 280G and 4999 of the
Code, provided that the accounting firm’s determinations must be made with
substantial authority (within the meaning of Section 6662 of the Code).

(c) Time
and Form of Gross-up Payment. The Gross-Up Payment shall be made in a lump
sum at the same time as the payment made pursuant to Section 3(a)(i)(B) or
3(a)(ii), as applicable. If the precise amount of the Gross-Up Payment cannot
be determined on the date it is to be paid, an amount equal to the best
estimate of the Gross-Up Payment will be made on that date and, within 10 days
after the precise calculation is obtained, either the Corporation will pay any
additional amount to the Executive or the Executive will pay any excess amount
to the Corporation, as the case may be. In all events, the Gross-up Payment
will be made by the end of the Executive’s taxable year next following the
Executive's taxable year in which the Executive remits the related taxes.

(d) Claim
of Additional Gross-up Payment. If subsequently the Internal Revenue
Service (the "IRS") claims that any additional Excise Tax is owing,
an additional Gross-Up Payment will be paid to the Executive within 30 days of
the Executive providing substantiation of the claim made by the IRS.

(e) Cooperation
of Executive In Contesting Excise Tax. After payment to the Executive of
the Gross-Up Payment, the Executive will provide to the Corporation any
information reasonably requested by the Corporation relating to the Excise Tax,
the Executive will take those actions as the Corporation reasonable requests to
contest the Excise Tax, cooperate in good faith with the Corporation to
effectively contest the Excise Tax and permit the Corporation to participate in
any proceedings contesting the Excise Tax. The Corporation will bear and pay
directly all costs and expenses (including any interest or penalties on the
Excise Tax), and indemnify and hold the Executive harmless, on an after-tax
basis, from all such costs and expenses related to such contest.

(f) Refund
of Excess Gross-up Payment. Should it ultimately be determined that any
amount of an Excise Tax is not properly owed, the Executive will refund to the
Corporation the related amount of the Gross-Up Payment immediately following
receipt of such payment from the US Treasury..

7.
NON-EXCLUSIVITY OF RIGHTS. Except as otherwise specifically provided, nothing
in this Agreement prevents or limits the Executive's continued or future
participation in any benefit, incentive, or other plan, practice, or program
provided by the Corporation and for which the Executive may qualify. Any amount
of vested benefit or any amount to which the Executive is otherwise entitled
under any plan, practice, or program of the Corporation will be payable in
accordance with the plan, practice, or program, except as specifically modified
by this Agreement. However, if the Executive receives the payments under
Section 3, the Executive will not be entitled to any severance payments (which
excludes for this purpose all types of equity-based compensation not cashed out
under Section 2(c) or 3(e)) otherwise payable under any other agreement, plan,
or practice providing for severance compensation.

8.
NO OBLIGATION TO SEEK OTHER EMPLOYMENT. The Executive will not be obligated to
seek other employment or to take other action to mitigate any amount payable to
him under this Agreement.

9.
SUCCESSORS. This Agreement is personal to the Executive and may not be assigned
by the Executive other than by will or the laws of descent and distribution.
This Agreement will inure to the benefit of and be enforceable by the
Executive's legal representatives or successors in interest. Notwithstanding
any other provision of this Agreement, the Executive may designate a successor
or successors in interest to receive any amounts due under this Agreement

after
the Executive's death. A designation of a successor in interest must be made in
writing, signed by the Executive, and delivered to the Corporation. Except as
otherwise provided in this Agreement, if the Executive has not designated a
successor in interest, payment of benefits under this Agreement will be made to
the Executive's estate. This Section will not supersede any designation of
beneficiary or successor in interest made by the Executive or provided for
under any other plan, practice, or program of the Corporation. This Agreement
will inure to the benefit of and be binding upon the Corporation and its
successors and assigns. The Corporation will require any successor (whether
direct or indirect, by acquisition of assets, merger, consolidation or
otherwise) to all or substantially all of the operations or assets of the
Corporation or any successor, and without regard to the form of transaction
used to acquire the operations or assets of the Corporation, to assume and
agree to perform this Agreement in the same manner and to the same extent that
the Corporation would be required to perform it if no succession had taken
place. As used in this Agreement, "Corporation" means the Corporation
and any successor to its operations or assets as set forth in this Section that
is required by this clause to assume and agree to perform this Agreement or
that otherwise assumes and agrees to perform this Agreement.

10.
BENEFIT CLAIMS. In the event the Executive, or his beneficiaries, as the case
may be, and the Corporation disagree as to their respective rights and
obligations under this Agreement, and the Executive or his beneficiaries are
successful in establishing, privately or otherwise, that his or their position
is substantially correct, or that the Corporation's position is substantially
wrong or unreasonable, or in the event that the disagreement is resolved by
settlement, the Corporation will pay all costs and expenses, including counsel
fees, that the Executive or his beneficiaries may incur in connection therewith
directly to the provider of the services or as may otherwise be directed by the
Executive or his beneficiaries. The Corporation will not delay or reduce the
amount of any payment provided for hereunder or setoff or counterclaim against
any such amount for any reason whatsoever; it is the intention of the
Corporation and the Executive that the amounts payable to the Executive or his
beneficiaries hereunder will continue to be paid in all events in the manner
and at the times herein provided. All payments made by the Corporation
hereunder will be final and the Corporation will not seek to recover all or any
part of any portion of any payments hereunder for any reason.

11.
FAILURE, DELAY OR WAIVER. No course of action or failure to act by the
Corporation or the Executive will constitute a waiver by the party of any right
or remedy under this Agreement, and no waiver by either party of any right or
remedy under this Agreement will be effective unless made in writing.

12.
SEVERABILITY. Whenever possible, each provision of this Agreement will be
interpreted in such a manner as to be enforceable under applicable law.
However, if any provision of this Agreement is deemed unenforceable under
applicable law by a court having jurisdiction, the provision will be
unenforceable only to the extent necessary to make it enforceable without
invalidating the remainder thereof or any of the remaining provisions of this Agreement.

13.
NOTICE. All written communications to parties required hereunder must be in
writing and (a) delivered in person, (b) mailed by registered or certified
mail, return receipt requested, (such mailed notice to be effective 4 days
after the date it is mailed) or (c) sent by facsimile transmission, with
confirmation sent by way of one of the above methods, to the party at the
address given below for the party (or to any other address as the party
designates in a writing complying with this Section, delivered to the other
party):

If
to the Corporation:

Computer
Task Group, Incorporated

800
Delaware Avenue

Buffalo,
New York 14209

Attention:
General Counsel

Telephone:
716-882-8000

Telecopier:
716-887-7370

If
to the Executive:

Brendan
M. Harrington

46
Rankin Road

Amherst,
New York 14226

14.
MISCELLANEOUS. This Agreement (a) may not be amended, modified or terminated
orally or by any course of conduct pursued by the Corporation or the Executive,
but may be amended, modified or terminated only by a written agreement duly
executed by the Corporation and the Executive, (b) is binding upon and inures
to the benefit of the

Corporation
and the Executive and each of their respective heirs, representatives, successors
and assignees, except that the Executive may not assign any of his rights or
obligations pursuant to this Agreement, (c) except as otherwise specifically
provided in this Agreement, constitutes the entire agreement between the
Corporation and the Executive with respect to the subject matter of this
Agreement, and supersedes all oral and written proposals, representations,
understandings and agreements previously made or existing with respect to such
subject matter, including that certain Change in Control Agreement dated
November 14, 2006 and any similar agreements, and (d) will be governed by, and
interpreted and construed in accordance with, the laws of the State of New
York, without regard to principles of conflicts of law.

15.
TERM.

(a)
Except as provided in (b), this Agreement will not be terminated earlier than
36 months after its Effective Date. The Agreement will be extended
automatically for additional 12-month periods unless one party notifies the
other prior to the beginning of the successive 36 month period that it is
terminating the Agreement. The intention of the preceding sentence is that if a
party does not give notice, at least 36 months remain in the Agreement.

(b)
This Agreement will terminate when the Corporation has made the last payment
provided for under it, including without limitation, any payments payable at
any time under Sections 9 and 10. However, the obligations under Section 3(d)
will survive any termination and will remain in full force and effect for the period
specified.

(c)
Notwithstanding the foregoing paragraphs (a) and (b) above, in the event a
Change in Control has not occurred and the Executive’s position as Chief
Executive Officer is terminated because the Board of Directors of the
Corporation has appointed a different individual as Chief Executive Officer,
then this Agreement shall terminate on the date of the appointment of such
other individual to the position of Chief Executive Officer.

16.
RULE GOVERNING PAYMENT DATES. In any case where this Agreement requires the
payment of an amount during a period of two or more days that overlaps two
calendar years, the payee shall have no right to determine the calendar year in
which payment actually occurs.

IN
WITNESS WHEREOF, the parties have duly executed this Agreement as of the day
first written above.